7th Feb 2014 15:15
The following replaces the announcement released on 7 February at 07:00 with RNS number 5154Z. The only amendment is the date in the second paragraph which has been amended from 14 March 2014 to 21 March 2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
7 February 2014
Recommended Cash Offer
for
SAVILE GROUP PLC ("SAVILE" OR THE "COMPANY")
by
PENNA CONSULTING PLC ("PENNA" OR THE "OFFEROR")
Compulsory acquisition of outstanding Savile Shares
Penna is pleased to announce that as at it has now received acceptances from Savile Shareholders representing over 90 per cent. of the Savile Shares. Penna therefore has the right to issue compulsory acquisition notices to Savile Shareholders who have not yet accepted the offer in accordance with the provisions of sections 974 to 991 of the Act. Penna therefore announces that it has today dispatched compulsory acquisition notices to acquire compulsorily any remaining Savile Shares on the same terms as the Offer. A specimen compulsory acquisition notice (and the specimen letters which have been sent with it to Savile Shareholders who have not accepted the Offer) is available to view on Penna's website (http://www.penna.com).
Unless any of the Savile Shareholders who have not accepted the Offer apply to the Court and the Court orders otherwise, on the expiry of six weeks from the date of the compulsory acquisition notices, being 21 March 2014, the Savile Shares held by Savile Shareholders who have not accepted the Offer will be acquired compulsorily by Penna on the same terms as the Offer.
The Offer will remain open until further notice. At least 14 days' notice will be given by an announcement before the Offer is closed.
Commenting, Stephen Rowlinson, Chairman of Penna, said:
""We are delighted to have passed the important 90 per cent. acceptance level. We have made good progress with the integration of the Savile business with the Penna and Savile teams now integrated under four new operating groups - Penna Career Services, Penna Talent Management, Penna Recruitment Solutions and Penna Board Consultants"
Enquiries
Penna Consulting plc | +44(0)207 332 7754 |
Stephen Rowlinson (Chairman) Gary Browning (Chief Executive) David Firth (Finance Director)
| |
Charles Stanley Securities (Financial Adviser, Nominated Adviser and Corporate Broker to Penna) | +44(0)20 7149 6000 |
Marc Milmo Karri Vuori |
Further information
Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings ascribed to them in the Offer Document dated 12 November 2013 (the "Offer Document").
This announcement is for information purposes only and is not intended to and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, or the solicitation of any acceptance, vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document, which, together with the Form of Acceptance, contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or response to the Offer should be made only on the basis of information in the Offer Document.
Overseas shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.
In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located.
Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. The Offer is not being made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to US investors
The Offer has been made for securities in a UK company and Savile Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States.
The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Penna and not by its financial adviser.
Both Savile and Penna are companies incorporated under the laws of England and Wales. All of the assets of Savile and Penna are located outside the United States. As a result, it may not be possible for Savile Shareholders in the United States to effect service of process within the United States upon Savile or Penna or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Savile or Penna or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Securities Exchange Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Offer, or passed comment upon the adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence.
Related Shares:
PNA.L